Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below.
(b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement.
(c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives.
(d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed.
(e) Notwithstandi...
Restrictions on Disclosure and Use of Confidential Information. The Executive must not either during the Employment (except in the proper performance of his duties) or at any time (without limit) after the Termination Date:
(a) divulge or communicate to any person;
(b) use for his own purposes or for any purposes other than those of the Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of; any Confidential Information. The Executive must at all times use his best endeavours to prevent publication or disclosure of any Confidential Information. These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Executive.
Restrictions on Disclosure and Use of Confidential Information. Recipient shall not use the Confidential Information of Discloser except for the purpose of performing its obligations and exercising its rights under this Agreement. Recipient shall maintain the Confidential Information of Discloser with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Unless Discloser grants specific, written, advance permission to do so, Recipient shall not disclose any Confidential Information to any third party. Recipient shall limit access to the Confidential Information of Discloser to those employees of Recipient who have a need to know such information in order to perform its obligations and exercise its rights under this Agreement and who are bound by confidentiality and non-use obligations to Recipient at least equivalent to Recipient’s obligations to Discloser under this Agreement. Should Recipient determine that it needs to disclose Confidential Information of Discloser to any non-employee (including consultants and contractors) in order to perform its obligations or exercise its rights under this Agreement, Recipient shall not do so without the prior written permission of Discloser. Upon receiving such permission, Recipient may proceed, but only after binding any such non-employee to confidentiality and non-use obligations to Recipient at least equivalent to Recipient’s obligations to Discloser under this Agreement. Recipient shall be responsible to Discloser for the acts and omissions of any such non-employee with respect to such confidentiality and non-use obligations.
Restrictions on Disclosure and Use of Confidential Information. The Executive must not either during the Employment (except in the proper performance of his duties) or at any time (without limit) after the Termination Date:
(a) divulge or communicate to any person;
(b) use for his own purposes or for any purposes other than those of the Parent, the Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of; any Confidential Information. The Executive must at all times use his best endeavours to prevent publication or disclosure of any Confidential Information. These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Executive. These restrictions shall not apply to any use or disclosure authorised by the Board or required by law, or any protected disclosure within the meaning of section 43A of the Employment Rights Axx 0000.
Restrictions on Disclosure and Use of Confidential Information. Executive agrees to hold all Confidential Information in a fiduciary capacity, to exercise the highest degree of care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure, and to take all steps reasonably necessary to maintain the confidentiality of the Confidential Information. Executive shall not, without the prior written permission of Company, directly or indirectly, either during the term of his or her employment (except as required in the normal course of the performance of his or her duties, and only for the sole benefit of Company), or at any time after his or her employment is terminated for any reason:
3.3.1. Disclose to any person, corporation or other entity or use in his or her own or in any other person’s business, any Confidential Information;
3.3.2. Remove any Confidential Information from Company’s premises without the prior written permission of Company; or
3.3.3. Take advantage of any business opportunity obtained on the basis of Confidential Information known to Executive in the course of his employment by Company. Executive acknowledges and agrees that the restrictions contained in this Agreement on the use and disclosure of Confidential Information are in addition to any other restrictions that may apply under contract, statute or common law including, without limitation, trade secret, copyright, and patent.
Restrictions on Disclosure and Use of Confidential Information. Executive understands and agrees that confidential information and materials of a confidential or proprietary nature constitute valuable assets of the Company and International Paper and may not be converted to Executive's own use. Accordingly, Executive hereby agrees that he shall not, directly or indirectly, at any time during the Term and at any time following the Term, reveal, divulge or disclose any "Confidential Information" (as defined below), and Executive shall not, directly or indirectly, use or make use of any "Confidential Information" in connection with any business activity other than that of the Company and/or International Paper; PROVIDED, HOWEVER, that Executive may disclose or use "Confidential Information" during the Term as authorized by the IP Officer or consistent with the proper exercise of Executive's duties as President of the Company. "Confidential Information" means all information regarding the Company and/or International Paper, its and their activities, business, clients, or potential clients that is the subject of reasonable efforts by the Company and/or International Paper to maintain its confidentiality and that is not generally disclosed to persons not employed by the Company and/or International Paper. "Confidential Information" shall include, but is not limited to, any of the following information or materials of the Company and/or International Paper: financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition
Restrictions on Disclosure and Use of Confidential Information. Subject to section 6.3, each Recipient shall at all times, both before and after a Recipient ceases to be a Director or Shareholder, observe the following restrictions on the use and disclosure of Confidential Information:
(a) A Recipient shall not disclose Confidential Information to a third party.
(b) A Recipient shall not make any use of Confidential Information for purposes not related to the business and affairs of the Corporation.
(c) Confidential Information shall be maintained in secrecy by a Recipient using at least the same safeguards as the Recipient uses to protect the Recipient’s own most confidential and valuable information, and in any event shall be maintained in secrecy using at least reasonable care.
Restrictions on Disclosure and Use of Confidential Information. Participant acknowledges that his or her rendering of services to MAXIMUS and its clients necessarily requires the disclosure to Participant of Confidential Information. Participant agrees that all Confidential Information, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained in any MAXIMUS records, are the sole and exclusive property of MAXIMUS. During Participant’s employment by MAXIMUS, Participant shall do what is reasonably necessary to prevent unauthorized disclosure or use of MAXIMUS’ Confidential Information. Except as required in the conduct of MAXIMUS’ business or as expressly authorized in writing on behalf of MAXIMUS, Participant shall not use or disclose, directly or indirectly, any Confidential Information during employment with MAXIMUS. In addition, at all times following the termination of Participant's employment for any reason, unless applicable law limits the time period of this restriction, in which case the time period provided by such applicable law shall apply, Participant shall not use or disclose, directly or indirectly, any Confidential Information. This prohibition does not apply to Confidential Information after it has become generally known in the industry in which MAXIMUS conducts its business, unless it became generally known through unauthorized use or disclosure by Participant or those acting in concert or participation with Participant. This prohibition also does not prohibit Participant's use of general skills and know-how acquired during and prior to employment by MAXIMUS, as long as such use does not involve the use or disclosure of Confidential Information.
Restrictions on Disclosure and Use of Confidential Information. Executive understands and agrees that confidential information and materials of a confidential or proprietary nature constitute valuable assets of the Company and International Paper and may not be converted to Executive's own use. Accordingly, Executive hereby agrees that he shall not, directly or indirectly, at any time during the Term and at any time following the Term,
Restrictions on Disclosure and Use of Confidential Information. 9.1. The Receiving Party undertakes not to use the Confidential Information for any purpose other than that for which it is disclosed and in accordance with the provisions of this Agreement.
